Aston Bay Holdings Ltd. (TSX-V: BAY) (“Aston Bay” or the “Company”) is pleased to announce that they have entered into a definitive merger agreement dated August 20, 2018 (the “Merger Agreement”) with Jack’s Fork Exploration, Inc. (“JFE”), a private company incorporated under the laws of the State of Delaware, pursuant to which Aston Bay has agreed to acquire all of the issued and outstanding stock of JFE (the “Acquisition”).
Through the JFE acquisition, Aston Bay will own exclusive rights to an integrated geophysical, geochemical and geological dataset over the Blue Ridge Project area located in central Virginia, USA. The Project is located within a copper-lead-zinc-gold-silver (Cu-Pb-Zn-Au-Ag) mineralized sedimentary and volcanic belt prospective for sedimentary exhalative (SEDEX) or Broken Hill (BHT) type deposits.
Don Taylor, President of JFE, will join the Aston Bay team in the position of Technical Advisor for the Blue Ridge Project. Mr. Taylor is the former COO of Arizona Mining Inc. and the 2018 Thayer Lindsley Award winner for his discovery of the Taylor Pb-Zn-Ag Deposit in Arizona.
The comprehensive Blue Ridge Project dataset includes:
The Project has numerous strengths that will be accretive to Aston Bay, including:
“With our Aston Bay (Storm/Seal) and Blue Ridge projects, the Company now has two projects with significant base metal discovery potential, and two proven mine finders on our team with David Broughton and Don Taylor,” stated Thomas Ullrich, CEO of Aston Bay. “Mr. Taylor brings the experience, expertise and relationships critical to successful exploration in Virginia.”
Don Taylor noted “The JFE data set and lands in Virginia are very exciting in highlighting what we recognize as a geologic terrane with outstanding potential to host a significant base metal discovery. Our agreement with Aston will allow us to pursue a more timely discovery in the district, and also expose our shareholders to the other outstanding projects already controlled by Aston Bay.”
Dr. David Broughton, Chief Geologist for Aston Bay, remarked “We are delighted at the prospect of expanding Aston Bay’s portfolio with a large land position in a prospective base and precious metal belt, and having year-round exploration opportunities in the US in addition to Nunavut.”
Further information on the area and geologic potential can be found on the Aston Bay website (www.astonbayholdings.com).
The Acquisition will be completed by way of a reverse triangular merger of Blue Ridge Mining, a wholly owned subsidiary of the Company, into JFE, resulting in JFE being renamed “Blue Ridge Mining” and becoming a direct and wholly-owned subsidiary of Aston Bay. The new Aston Bay subsidiary will operate the existing business of JFE moving forward.
Under the terms of the Merger Agreement, holders of JFE shares (“JFE Shareholders”) will be entitled to receive 0.57396868 of a common share of Aston Bay (each whole share, an “Aston Bay Share”) in exchange for each JFE share held immediately prior to the effective time of the Acquisition. Based on Aston Bay’s closing price on the TSX Venture Exchange as of August 17, 2018 (being the last trading day prior to the announcement of the Acquisition) approximately 12,000,000 Aston Bay shares will be issued for a total acquisition cost of $1,560,000. The Acquisition will require the approval of JFE Shareholders at a special meeting expected to take place in September 30, 2018 (the “JFE Meeting”). In order to become effective, the Acquisition must be approved at the JFE Meeting by JFE Shareholders holding greater than 50 percent of the JFE shares entitled to vote at the JFE Meeting. Directors and officers of JFE and certain JFE Shareholders holding approximately 58% of the issued and outstanding JFE shares have entered into voting and support agreements with Aston Bay in support of the Acquisition. The board of directors of JFE has unanimously approved the Acquisition and will recommend that JFE Shareholders vote FOR the Acquisition. The Merger Agreement includes representations, warranties and covenants typical of a transaction of this nature, including with respect to non-solicitation. Completion of the Acquisition will be subject to review and approval of the TSX Venture Exchange. The Merger Agreement, which describes the full particulars of the Acquisition, will be made available on SEDAR under the issuer profile of Aston Bay at www.sedar.com.
As per National Instrument 43-101 Standards of Disclosure for Mineral Projects, Michael Dufresne, M.Sc., P.Geol., P.Geo., a Director of and a consultant to Aston Bay, is the Qualified Person for the Company and has prepared, validated and approved the technical and scientific content of this news release. The Company strictly adheres to CIM Best Practices Guidelines in conducting, documenting, and reporting its exploration activities on the Storm Project.
ABOUT ASTON BAY HOLDINGS LTD.
Aston Bay Holdings Ltd. is a publicly traded mineral exploration company exploring for large, high-grade, sediment-hosted copper and zinc deposits in Nunavut, a mining-friendly Canadian jurisdiction. Aston Bay is 100% owner of the 1,024,345-acre (414,537-hectare) Aston Bay Property located on western Somerset Island, Nunavut. The Aston Bay Property hosts the Storm Copper Project and the Seal Zinc Prospect, with historical drilling confirming the presence of sediment-hosted copper and zinc mineralization. The Company’s public disclosure documents are available on www.sedar.com.
Statements made in this press release, including those regarding the completion of the acquisition, management objectives, forecasts, estimates, expectations, or predictions of the future may constitute “forward-looking statement”, which can be identified by the use of conditional or future tenses or by the use of such verbs as “believe”, “expect”, “may”, “will”, “should”, “estimate”, “anticipate”, “project”, “plan”, and words of similar import, including variations thereof and negative forms. This press release contains forward-looking statements that reflect, as of the date of this press release, Aston Bay’s expectations, estimates and projections about its operations, the mining industry and the economic environment in which it operates. Statements in this press release that are not supported by historical fact are forward-looking statements, meaning they involve risk, uncertainty and other factors that could cause actual results to differ materially from those expressed or implied by such forward looking statements. Although Aston Bay believes that the assumptions inherent in the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which apply only at the time of writing of this press release. Aston Bay disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by securities legislation. We seek safe harbour.
Neither TSX Venture Exchange nor its regulation services provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
FOR ADDITIONAL INFORMATION CONTACT:
Thomas Ullrich, Chief Executive Officer
Telephone: (416) 456-3516